It was shot in Vermont and at the Walt Disney Studios in Burbank, California. The film had a troubled production – Clayton fell out with Bradbury over an uncredited script rewrite, and after test screenings of the director's cut failed to meet the studio's expectations, Disney sidelined Clayton, fired the original editor, and scrapped the original score, spending some $5 million and many months re-shooting, re-editing and re-scoring the film, before its eventual release.

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In Green Town, Illinois, a small town enjoying the innocence of an upcoming autumn as the days grow shorter, two young boys, a reserved Will Halloway, and somewhat rebellious Jim Nightshade, leave from an after-school detention for "whispering in class" and hurry off for home. When the boys hear about a strange traveling carnival, Mr. Dark's Pandemonium Carnival, from a lightning-rod salesman, they decide to see what it is all about, but Will is fearful, as most carnivals end their tours after Labor Day.

When the ominous Mr. Dark, the Illustrated Man, rides into town on a dark midnight, setting up his massive carnival in a matter of seconds, the boys are both thrilled and terrified. It seems to be just another carnival at first, but it is not long before the forces of darkness begin to manifest from the haunting melodies of the carousel – which can change your age depending on which direction you ride it – and from the glaring Mirror Maze.

With his collection of freaks and oddities, Dark intends to take control of the town and seize more innocent souls to damn. It will take all the wit and hope of the two boys to save their families and friends, with aid from an unlikely ally, Will's father, the town librarian, who understands more than anyone else that "something wicked this way comes."

Ray Bradbury wrote the screenplay in 1958, intended as a directorial vehicle for Gene Kelly. Financing for the project never came, and Bradbury converted the screenplay into a novel, published in 1962.[1]

At this time Walt Disney Pictures was concentrating on films with more mature themes in an attempt to break free from their stereotype as an animation and family film studio on April 1, 1983. After the success of family-oriented fantasy pictures by competing studios, such as Time Bandits and The Dark Crystal, Disney decided to purchase the adaptation's rights and hired Bradbury to produce a new script from scratch.[2]

The studio sought Bradbury's input on selecting a cast and director, and he suggested Clayton feeling they had worked well together at Paramount. In a 1981 issue of Cinefantastique, Bradbury stated that his top choices to play Mr. Dark were Peter O'Toole and Christopher Lee. However, Disney decided to go with a relatively unknown actor instead in order to keep the budget down, and Jonathan Pryce was eventually cast. As the film progressed, two differing visions emerged for the film, with Bradbury and Clayton wishing to stay as faithful to the novel as possible, while Disney wanted to make a more accessible and family friendly film. Bradbury and Clayton fell out during production after Bradbury discovered that Clayton had hired writer John Mortimer to do an uncredited revision of Bradbury's screenplay at the studio's insistence.[3]

At a Q&A session following a 2012 screening of the film, actor Shawn Carson explained that he originally read some 10 times for the part of Will, but after a request from Bradbury, he read for and was cast in the part of Jim Nightshade instead. Although he had blonde hair at the time, and co-star Vidal Petersen had dark hair, Carson's hair was dyed jet black and Petersen's was dyed blonde to fit the new casting.[4]

For the original score, Clayton picked Georges Delerue who had scored his films The Pumpkin Eater and Our Mother's House, but his score (considered "too dark" by Disney) was later removed and replaced at short notice with a score by James Horner. A soundtrack album of Delerue's unused score was released by Intrada Records in 2015.[5] Horner's replacement score was previously released by the same label in 1998.[6]

Editor Barry Gordon was hired as assistant to the film's original editor, Argyle Nelson Jr. He recalled in 2012 that after Clayton submitted his original cut, Disney expressed concerns about the film's length, pacing and commercial appeal; the studio then took the project out of Clayton's hands and undertook an expensive six-month reshoot and re-edit. Nelson was let go for budgetary reasons, and although Gordon was originally prepared to follow Nelson and leave the production, Nelson encouraged him to stay, and Gordon edited the final cut (resulting in the film's dual editor credits).

Disney spent an additional $5 million on re-filming, re-editing, and re-scoring the picture, and Gordon was required to make a number of changes to Clayton and Nelson's original cut, removing several major special-effects scenes, and incorporating the new material (directed by Leo Dyer), including a new spoken prologue, narrated by Arthur Hill. Among the casualties was a groundbreaking animation scene, which would have been one of the first major uses of computer-generated imaging in a Hollywood film; combining the then new technology of CGI with traditional animation, it depicted Dark's circus train rolling into town, and the carnival magically materialising – the smoke from the locomotive becomes the ropes and tents, tree limbs grow together to form a ferris wheel, and a spider web morphs into a wheel of fortune. The deleted scene was previewed in detail in the May–June 1983 issue of Twilight Zone Magazine, but in the event, the re-edit retained only a few seconds of the sequence. Another cut sequence depicted Mr. Dark using his sinister powers to send a huge disembodied hand to reach into the house to grab the boys – this mechanical effect was deemed not realistic enough by Disney executives, and was replaced by a new scene in which the room is invaded by hundreds of spiders. This was shot using real spiders, and years later Shawn Carson recalled the considerable discomfort he and Vidal Petersen experienced as a result being exposed to the irritating urticating hairs of the 200 tarantulas used in the sequence.

The original themes of Bradbury's novel, the suggestion of menace, the autumn atmosphere of an American Midwest township and the human relationships between characters that attracted Clayton escaped preview audiences completely, with Clayton heavily criticized. New special effects sequences were shot and a hastily composed new score by composer James Horner replaced Delerue's original music.[7] Initial test screenings did not fare well with audiences, and Disney re-commissioned Bradbury to write an opening narration sequence and new ending.

Bradbury referred to the film's final cut as "not a great film, no, but a decently nice one."[8]

It's one of the few literary adaptations I've seen in which the film not only captures the mood and tone of the novel, but also the novel's style. Bradbury's prose is a strange hybrid of craftsmanship and lyricism. He builds his stories and novels in a straightforward way, with strong plotting, but his sentences owe more to Thomas Wolfe than to the pulp tradition, and the lyricism isn't missed in this movie. In its descriptions of autumn days, in its heartfelt conversations between a father and a son, in the unabashed romanticism of its evil carnival and even in the perfect rhythm of its title, this is a horror movie with elegance.[9]

Janet Maslin of The New York Times said the film "begins on such an overworked Norman Rockwell note that there seems little chance that anything exciting or unexpected will happen. So it's a happy surprise when the film ... turns into a lively, entertaining tale combining boyishness and grown-up horror in equal measure;" according to Maslin, "The gee-whiz quality to this adventure is far more excessive in Mr. Bradbury's novel than it is here, as directed by Jack Clayton. Mr. Clayton, who directed a widely admired version of The Turn of the Screw some years ago, gives the film a tension that transcends even its purplest prose."[10]

In 2014, Disney announced a remake of Something Wicked This Way Comes with Seth Grahame-Smith writing the script, making his directorial debut, and producing with David Katzenberg from their producing banner KatzSmith Productions. Reportedly, Grahame-Smith wants to focus mostly on Ray Bradbury's source material from the book.[12]